Freshfields joins MoFo on Ceva's merger with Parthus

Freshfields Bruckhaus Deringer has been brought in to advise alongside Morrison & Foerster (MoFo) on the UK aspects of the most significant merger the technology industry has seen in the past year.DSP Group subsidiary Ceva, which is an intellectual property (IP) licensing group, has announced a merger with Irish chip designer Parthus Technologies. The merger is expected to take place in July.DSP has a longstanding relationship with MoFo, but Freshfields was brought in by the company's financial adviser Morgan Stanley to give strategic advice to DSP.DSP is a new client for Freshfields, but the company is expected to continue using MoFo's London office for UK advice whenever possible.Ceva will be demerged from DSP before merging with Parthus to become ParthusCeva. Under the terms of the deal, Parthus shareholders can exchange their shares for new ParthusCeva shares, which will be quoted on the London Stock Exchange and Nasdaq. There will also be a cash payout of $60 (£41.74) to Parthus shareholders.Following completion, shareholders of DSP and Parthus will own approximately 50.1 per cent and 49.9 per cent of ParthusCeva respectively.The merger is the first to be announced under an Irish scheme of arrangement since the Irish takeover rules changed last year, giving the takeover panel new statutory powers.It remains to be seen whether the takeover panel will get involved in the judicial court procedure.The Freshfields team is being led by partner Simon Marchant, assisted by Ben Spiers and Emma Milne.Bruce Mann is heading the MoFo team out of the San Francisco office, while London head of corporate Julia Bracewell is leading the team in London.Bracewell said that the deal was made more complicated by the number of jurisdictions involved. “It's particularly complicated because it involves merging a US company with an Irish company and under the merger agreement the newly created company will be dual listed,” she said.“There is also an IP focus so there are lots of IP issues that need to be looked at. This is the sort of cross-border deal with a heavy IP component that MoFo is particularly well positioned to handle.”Parthus is being advised by Brobeck Hale and Dorr.